exv10w1





Exhibit 10.1


FOURTH AMENDMENT TO CREDIT AGREEMENT


Parties:



	 	 	 	 	 
	 

	 	“CoBank”:
	 	CoBank, ACB
	 

	 	 	 	5500 South Quebec Street
	 

	 	 	 	Greenwood Village, Colorado 80111
	 
	 	 	 	 
	 

	 	“Borrower”:
	 	CHS Inc.
	 

	 	 	 	5500 Cenex Drive
	 

	 	 	 	Inver Grove Heights, Minnesota 55077
	 
	 	 	 	 
	 

	 	“Syndication Parties”:
	 	The entities name below on the signature pages
	 
	 	 	 	 
	Execution Date:	 	May 1, 2008






Recitals:




     A. CoBank, in its capacity as Administrative Agent (“Administrative Agent”) and as a
Syndication Party, the Syndication Parties signatory thereto (collectively with any Persons who
have become or who become Syndication Parties, “Syndication Parties”), and Borrower have entered
into that certain 2006 Amended and Restated Credit Agreement (Revolving Loan) dated as of May 18,
2006, that certain First Amendment to Credit Agreement dated as of May 8, 2007, that certain Second
Amendment to Credit Agreement dated as of October 18, 2007, and that certain Third Amendment to
Credit Agreement dated as of March 5, 2008 (as amended, and as further amended, modified, or
supplemented from time to time, the “Credit Agreement”) pursuant to which the Syndication Parties
have extended certain credit facilities to Borrower under the terms and conditions set forth in the
Credit Agreement.



     B. Borrower has requested that the Agent and the Syndication Parties amend certain terms of
the Credit Agreement, which the Agent and the Syndication Parties are willing to do under the terms
and conditions as set forth in this Fourth Amendment to Credit Agreement (“Fourth Amendment”).



Agreement:




     Now, therefore, in consideration of the mutual covenants and agreements herein contained and
other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged,
the parties hereto hereby agree as follows:



 









 





     1. Amendments to Credit Agreement. The Credit Agreement is amended as of the Effective Date
as follows:




1.1 Section 9.18 is amended in its entirety to read as follows:




          9.18 Trademarks, Trade Names, etc. Borrower owns or licenses all patents,
trademarks, trade names, service marks and copyrights (collectively, “Intellectual
Property”) that it utilizes in its business as presently being conducted and as anticipated
to be conducted, except where the failure to do so could not reasonably be expected to
result in a Material Adverse Effect on Borrower. The Intellectual Property is in full force
and effect, and Borrower has taken or caused to be taken all action, necessary to maintain
the Intellectual Property in full force and effect and has not taken or failed to take or
cause to be taken any action which, with the giving of notice, or the expiration of time, or
both, could result in any such Intellectual Property being revoked, invalidated, modified,
or limited.



     2. Conditions to Effectiveness of this Fourth Amendment. The effectiveness of this Fourth
Amendment is subject to satisfaction, in the Administrative Agent’s sole discretion, of each of the
following conditions precedent (the date on which all such conditions precedent are so satisfied
(except those that may be satisfied at a later date) shall be the “Effective Date”):



     2.1 Delivery of Executed Loan Documents. Borrower and the Required Lenders shall have
delivered to the Administrative Agent, for the benefit of, and for delivery to, the Administrative
Agent and the Syndication Parties, this Fourth Amendment (or their approval thereof, in the case of
Voting Participants), duly executed.



     2.2 Representations and Warranties. The representations and warranties of Borrower in the
Credit Agreement shall be true and correct in all material respects on and as of tile Effective
Date as though made on and as of such date.



     2.3 No Event of Default. No Event of Default shall have occurred and be continuing under the
Credit Agreement as of the Effective Date of this Fourth Amendment.



     2.4 Payment of Fees and Expenses. Borrower shall have paid the Administrative Agent, by wire
transfer of immediately available federal funds all fees and expenses presently due under the
Credit Agreement (as amended by this Fourth Amendment).



     3. General Provisions.



     3.1 No Other Modifications. The Credit Agreement, as expressly modified herein, shall continue
in full force and effect and be binding upon the parties thereto.



     3.2 Successors and Assigns. This Fourth Amendment shall be binding upon and inure to the
benefit of Borrower, Agent, and the Syndication Parties, and their respective successors



2









 




and assigns, except that Borrower may not assign or transfer its rights or obligations
hereunder without the prior written consent of all the Syndication Parties.




     3.3 Definitions. Capitalized terms used, but not defined, in this Fourth Amendment shall have
the meaning set forth in the Credit Agreement.



     3.4 Severability. Should any provision of this Fourth Amendment be deemed unlawful or
unenforceable, said provision shall be deemed several and apart from all other provisions of this
Fourth Amendment and all remaining provision of this Fourth Amendment shall be fully enforceable.



     3.5 Governing Law. To the extent not governed by federal law, this Fourth Amendment and the
rights and obligations of the parties hereto shall be governed by, interpreted and enforced in
accordance with the laws of the State of Colorado.



     3.6 Headings. The captions or headings in this Fourth Amendment are for convenience only and
in no way define, limit or describe the scope or intent of any provision of this Fourth Amendment.



     3.7 Counterparts. This Fourth Amendment may be executed by the parties hereto in separate
counterparts, each of which, when so executed and delivered, shall be an original, but all such
counterparts shall together constitute one and the same instrument. Each counterpart may consist
of a number of copies hereof, each signed by less than all, but together signed by all of the
parties hereto. Copies of documents or signature pages bearing original signatures, and executed
documents or signature pages delivered by a party by telefax, facsimile, or e-mail transmission of
an Adobe® file format document (also known as a PDF file) shall, in each such instance, be deemed
to be, and shall constitute and be treated as, an original signed document or counterpart, as
applicable. Any party delivering an executed counterpart of this Fourth Amendment by telefax,
facsimile, or e-mail transmission of an Adobe® file format document also shall deliver an original
executed counterpart of this Fourth Amendment, but the failure to deliver an original executed
counterpart shall not affect the validity, enforceability, and binding effect of this Fourth
Amendment.



     IN WITNESS WHEREOF, the parties hereto have caused this Fourth Amendment to be executed as of
the Effective Date.



[Signature Pages Follow]





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	 	 	BORROWER:	 	 
	 
	 	 	 	 	 	 
	 	 	CHS INC., a cooperative corporation formed under the
laws of the State of Minnesota	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 

	 	 
	 	 	Name: John Schmitz	 	 
	 	 	Title: Executive Vice President and Chief Financial
Officer	 	 
	 
	 	 	 	 	 	 
	 	 	ADMINISTRATIVE AGENT:	 	 
	 
	 	 	 	 	 	 
	 	 	COBANK, ACB	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 	 	Name: Michael Tousignant	 	 
	 	 	Title: Vice President	 	 
	 
	 	 	 	 	 	 
	 	 	SYNDICATION PARTIES:	 	 






	 	 	 	 	 	 	 
	 	 	CoBank, ACB	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 

	 	 
	 

	 	Name:
	 	Michael Tousignant	 	 
	 

	 	Title:
	 	Vice President	 	 
	 
	 	 	 	 	 	 
	 	 	The Bank of Tokyo-Mitsubishi UFJ, Ltd., New York Branch	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	Title:	 	 	 	 






[Signature Page to Fourth Amendment to Credit Agreement]




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	 	 	SunTrust Bank	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 
	 	
 
	 	 
	 

	 	Name:	 	 	 	 
	 

	 	Title:	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	Bank of America, N.A.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 
	 	
 
	 	 
	 

	 	Name:	 	 	 	 
	 

	 	Title:	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	Wells Fargo Bank, National Association	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 
	 	
 
	 	 
	 

	 	Name:	 	 	 	 
	 

	 	Title:	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	BNP Paribas	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 
	 	
 
	 	 
	 

	 	Name:	 	 	 	 
	 

	 	Title:	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 
	 	
 
	 	 
	 

	 	Name:	 	 	 	 
	 

	 	Title:	 	 	 	 






[Signature Page to Fourth Amendment to Credit Agreement]




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	 	 	Harris N. A.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 
	 	
 
	 	 
	 
	 	Name:
	 	 	 	 
	 

	 	Title:	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	Cooperatieve Centrale Raiffeisen-Boerenleenbank B.A., “Rabobank International”
New York Branch	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 
	 	
 
	 	 
	 

	 	Name:	 	 	 	 
	 

	 	Title:	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 
	 	
 
	 	 
	 

	 	Name:	 	 	 	 
	 

	 	Title:	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	Deere Credit, Inc.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 
	 	
 
	 	 
	 

	 	Name:	 	 	 	 
	 

	 	Title:	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	U.S. Bank National Association	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 
	 	
 
	 	 
	 

	 	Name:	 	 	 	 
	 

	 	Title:	 	 	 	 






[Signature Page to Fourth Amendment to Credit Agreement]




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	 	 	Natixis (f/k/a Natexis Banques Populaires)	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 
	 	
 
	 	 
	 
	 	Name:
	 	 	 	 
	 

	 	Title:	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 
	 	
 
	 	 
	 
	 	Name:
	 	 	 	 
	 

	 	Title:	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	Fortis Capital Corp.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 
	 	
 
	 	 
	 
	 	Name:
	 	 	 	 
	 

	 	Title:	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 
	 	
 
	 	 
	 
	 	Name:
	 	 	 	 
	 

	 	Title:	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	The Bank of Nova Scotia	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 
	 	
 
	 	 
	 
	 	Name:
	 	 	 	 
	 

	 	Title:	 	 	 	 






     [Signature Page to Fourth Amendment to Credit Agreement]



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	 	 	Calyon New York Branch	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 
	 	
 
	 	 
	 
	 	Name:
	 	 	 	 
	 

	 	Title:	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 
	 	
 
	 	 
	 
	 	Name:
	 	 	 	 
	 

	 	Title:	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	National City Bank (successor by merger to National City Bank of Indiana	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 
	 	
 
	 	 
	 
	 	Name:
	 	 	 	 
	 

	 	Title:	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	M&I Marshall & Ilsley Bank	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 
	 	
 
	 	 
	 
	 	Name:
	 	 	 	 
	 

	 	Title:	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 
	 	
 
	 	 
	 
	 	Name:
	 	 	 	 
	 

	 	Title:	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	Farm Credit Services of America, PCA	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 
	 	
 
	 	 
	 	 	Name: Steven L. Moore	 	 
	 	 	Title: Vice President	 	 






[Signature Page to Fourth Amendment to Credit Agreement]




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	 	 	ING Capital LLC	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 
	 	
 
	 	 
	 

	 	Name:
	 	 	 	 
	 

	 	Title:	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	Comerica Bank	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 
	 	
 
	 	 
	 
	 	Name:
	 	 	 	 
	 

	 	Title:	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	AgStar Financial Services, PCA	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 
	 	
 
	 	 
	 
	 	Name:
	 	 	 	 
	 

	 	Title:	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	HSH Nordbank AG New York Branch	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 
	 	
 
	 	 
	 
	 	Name:
	 	 	 	 
	 

	 	Title:	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 
	 	
 
	 	 
	 
	 	Name:
	 	 	 	 
	 

	 	Title:	 	 	 	 






     [Signature Page to Fourth Amendment to Credit Agreement]



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	 	 	Société Générale	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 
	 	
 
	 	 
	 
	 	Name:
	 	 	 	 
	 

	 	Title:	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	Wachovia Bank, National Association	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 
	 	
 
	 	 
	 

	 	Name:	 	 	 	 
	 

	 	Title:	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	AgFirst Farm Credit Bank	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 
	 	
 
	 	 
	 

	 	Name:	 	 	 	 
	 

	 	Title:	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	U.S. AgBank	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 
	 	
 
	 	 
	 

	 	Name:	 	 	 	 
	 

	 	Title:	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	LaSalle Bank National Association	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 
	 	
 
	 	 
	 

	 	Name:	 	 	 	 
	 

	 	Title:	 	 	 	 






[Signature Page to Fourth Amendment to Credit Agreement]





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